A/N: A couple of people have noticed that in the first chapter, James says that Snape's father was a Death Eater. I am now aware that he is a muggle. This will be addressed and rectified in the fourth chapter. Cheers!


Fifth Year

"Oh, Remus, thank God it's you," Lily Evans said steadily as she took her seat in a compartment of the Hogwarts Express and eyed the shining badge pinned to the boy's chest. The air had the clean and crisp feel that early September brought to London, a perfect day to start the school year. "For a moment I was terrified –"

"That I would be James?" Remus replied, smirking knowingly.

"Well," Lily began embarrassedly, "yes."

"It's okay," he laughed good-naturedly, sending a peculiar tingle down Lily's spine. "You're safe with me." And though he was clearly joking, Lily could not help but feel a certain relief flooding through her.

"So what did you do over your summer holiday?" She asked him, trying to fight the blush that was creeping onto her cheeks. This could not be happening – it was Remus, for God's sake, one of her best friends. James Potter's best friend.

"Oh, nothing much," he answered vaguely. "Stayed with James and Sirius for a while."

"Potter and Black?" Lily asked. "That's a fair bit of travelling, going to and from. Doesn't Potter live in Wales?"

Remus nodded, and leant in to whisper, "Sirius ran away from home. He's living with James now."

Lily was shocked. "But… but he's only fifteen."

"Yeah, but… well, his family's all evil, isn't it? Sirius isn't like that at all; I'm not particularly surprised he wanted get away from them as soon as he could."

"I guess," Lily replied, but she was still perturbed. What kind of horrible things could happen to make someone want to run away from home? She was rocked out of her reverie when she realised that Remus was speaking to her. "Sorry? I missed that," she told him, flushing with embarrassment. He grinned and shook his head.

"Don't worry about it. I was just asking what you did over your holidays."

"Oh," Lily paused, thinking. "Nothing much, I don't think. Read a lot."

"Oh, really? Which authors?"

"I just finished Jane Austen's Complete Works, it's really very –"

"MOONY!"

Lily was interrupted by the excited voice of James Potter carrying through the train carriages.

"I was wondering where you'd gone, I-" James started energetically, bursting through the compartment doors before noticing Lily. He reached up and ruffled the back of his head, before leaning against the compartment door and saying casually, "What's going on, Evans?"

"Well, you just walked in, so, naturally, I'm now throwing up in my mouth."

"Gross."

"Hey, the effect you have on women is undeniable, Potter, you've said it yourself."

"Most women don't throw up in their mouths when they see me."

"Yes, I'd imagine that most of them would lack that kind of self control. Is that why you always smell so bad? Mass projectile vomiting?"

James sniffed his armpit before glaring and Lily in protest. "I don't smell bad!"

"Whatever," Lily said, and gathered her things to go and meet with her friends in their usual compartment. She turned to Remus with a shy smile. "Remus, I'll see you around?"

Remus smiled back. "Sure."

When she left, James stared wide-eyed at Remus, who was fiddling with the clasp of his prefect badge.

"You backstabbing bastard," James said dangerously, and the other three boys in the compartment looked up at him in unified shock.

"James, mate… what are you talking about?" Sirius asked, looking from Remus to James.

"He…" James began, turning a deep shade of purple. "He was flirting with Lily!"

Remus started laughing. "Of course I wasn't, you nit. She's your girl, always will be."

James continued eyeing Remus suspiciously.

"And, besides which," Sirius said cautiously, "we're talking about Remus. If anyone was going to be chatting up a pretty girl, it would be me, yes?"

"I… suppose…" James conceded, still staring at Remus.

"Well, James and I did some research on the summer holidays," Sirius said hastily. The subject change was obvious, but nonetheless welcome. He began speaking, but quickly cut himself off and placed a silencing spell on the door, so they couldn't be overheard. Unfortunately, the doors had been placed with an overriding charm to prevent spells like that being cast, so it just bounced back towards them and out the window. "and it looks like we have everything we need for The Project."

Peter and Remus looked up at the two of them, surprised.

"Are you sure we're ready for this?" Peter asked, ever the cautious one. "I mean, we're talking about breaking the law here, and becoming Animagi is a huge thing-"

"We're ready," Sirius said bluntly. "As we'll ever be, we're ready. We even worked out what animals we're all going to turn into. Look, it's quite easy to work it out, you just take your birthday and multiply it by the year you were born, then divide that number by the number of numbers in the end number… well, anyway, you end up with a final number and it corresponds with an animal in the book we got."

James nodded, "Yeah, Sirius turns into a dog, Peter turns into a rat and I turn into a stag. The funny thing is, we did Remus as well, just for a laugh, and his was an arctic wolf."

"I don't think it's funny," Remus said, slamming his book shut. The other three exchanged glances.

"Of course, mate," Peter said, after a pause. "We didn't mean it like that at all."

"Look, I'm sorry Remus," James said, taking a seat opposite the fair-haired boy who had his arms folded across his chest. "We came up with some nicknames, too, cos we figured it would be better if we did all this in code."

At this, Remus looked up and smiled reluctantly. He had been pushing James for nicknames since Second Year.

"We thought we'd do them as our animals… so, Remus, we were thinking something like 'Moony' for you…"

"Moony," Remus repeated, smiling. "I like that."

"I'm 'Padfoot'," Sirius said, prodding his chest with his thumbs. "Peter's 'Wormtail' and James is 'Prongs'."

"Those are perfect. But you still don't have to do this, if it gets too hard, if it gets too difficult…"

"Moony, we've talked about this," Sirius said, smiling at the use of the newly enforced nickname. "We stick together. That means none of us get left behind. None of us, no matter what happens."

James smiled. "We're brothers, no matter what – even if you are using your fuzzy werewolf charms to try and steal the love of my life from under my nose."

As the four friends indulged in this enormously squishy fluffy-type moment, they didn't bother to look over their shoulders to where Lily Evans had her nosed practically pressed up against the glass window in the door of their compartment, and even if they had, they never would have guessed that she'd just heard everything that had been said in the last five minutes or so of their conversation.

---

"Hey, Lily, what're you doing?"

Lily looked up from her plate of beef stew, startled.

"It's this thing called eating, Remus. Us humans do that sometimes." At this, Remus' eyes narrowed suspiciously. Lily's eyes widened slightly as she realised how he had interpreted what she had said, and hastily tried to rectify it. "Er… I mean… Us humans. As in, you and me. Because that is what we are. Human."

Lily really needed to work on her verbal skills under pressure.

She was aware of this.

Thankfully, Remus laughed.

"They're having a party on the fourth floor for the prefects tonight. Do you want to go?"

Lily paused, blushing furiously. Was Remus asking her to go as his date?

"Won't Potter… I mean, he seems pretty hell-bent on getting me to… you know…"

It was, apparently, Remus' turn to blush, because his cheeks turned red as he spoke; "Well I mean it's not like I'm taking you out on a date or anything. We would just be going to a party together. As friends."

"Right," Lily replied, her cheeks settling down. "As friends. Of course."

"Okay," Remus said, smiling. "I'll see you then?"

Lily smiled as he left, not noticing the figure of James Potter come up behind her and put a hand on her shoulder. She jumped when the contact was made.

"Jesus Christ, Potter, what are you doing, trying to give me a heart attack?"

"You're going to a party with Remus," James said, and he sounded infuriated.

"No, Remus and I are both going to the party and will see each other there. As friends."

"Oh, I'm sure," James snapped. "Is that why you couldn't keep your eyes off him as he left the hall, then?"

Lily shrugged his hand of her shoulder, annoyed. "If you think I care what you think, you're sadly mistaken."

"No, I'm not!"

"What I do or do not do is none of your business!" Lily said loudly, almost shouting. The people seated around them stared up at them from their conversations. Lily waved them away dismissively.

"It is my business."

"No, it's not Potter, just the same as its not any of your business to be doing magic that's far beyond your level!" Lily said, and then regretted the slip. She had been so careful not to say anything to any of the four boys about what she had overheard on the train coming to school.

James blanched. "What are you talking about?" he asked her slowly.

"It's… nothing, Potter, I just… I…" She swallowed, and looked towards the doors. "I have to go and do some study."

James grabbed onto her arm, looking at her in disbelief. "What do you know?"

"I…" Lily started, determined to keep denying that she knew anything at all, until she caught the look on James' face. Utter panic. She sighed. "I overheard the four of you talking on the train the other day."

As she had expected, James' face registered complete shock. "How much do you know?" he asked her, swallowing apprehensively.

"I… know about Moony… and, obviously, the nicknames… and your little illegal project, too."

"You know… you know everything?" James asked her, obviously hoping for her to say 'no'.

"Yes."

James swallowed again, and looked around the room. He took another look at her and said, "Come with me,", so quietly that she almost didn't hear him, before walking towards Sirius and Peter and leading Lily back to the Gryffindor Tower. Once in the Common Room, James found Remus and the five of them went up the stairs to the Boy's dormitory. Lily had never been up there before. She had never really had any reason to.

"Gentlemen, we have a problem," James began, and Lily blushed at being addressed so – it was clear, in her mind, that she herself was the problem. "It appears that Lily here knows some things about us that she shouldn't."

Remus stiffened on the bed behind James. Sirius looked confusedly between James and Lily for a moment, before saying loudly, "Prongs, mate, I think the game is up – Lily knows about how you have feelings for her."

James smacked the back of Sirius' head.

"I think," Remus said, quietly, "that James was rather referring to The Project."

Sirius and Peter gaped at each other while Remus hung his head, suddenly appearing to be extremely interested in his fingernails.

"Yes," Lily said in a small voice, because she thought that if she was going to say something, now would be as good a time as any, "I do know. I… erm… I know about Remus and your 'Project', as you're calling it, and the nicknames. I overheard you talking about it on the train."

"What?" James exclaimed, livid. He swivelled on the spot to Sirius. "I thought you took care of sound-proofing the compartment!"

At this, Sirius looked genuinely confused. "I… I thought I did."

"Well, evidently not, because someone found out!" James replied.

"Well, look, it's okay!" Lily said suddenly. The four boys looked around at her indignantly. "I'm not going to tell anyone, am I? Despite the fact that what you're doing is illegal, it's really advanced magic, so I'm…" She faltered. "I'm kind of impressed."

"But it's not just about the animagus thing, is it?" Remus said, standing up. Lily turned to face him directly. She noticed that he was developing a twitch above his right eyebrow. "It's about me too. What I am."

"Remus, it doesn't matter to me-"

"Yes, of course you'll say that now, but it will matter to you sooner or later," Remus said, and ran his fingers through his hair absent-mindedly. "It always does."

"That's ridiculous!" Lily cried, and stepped forward. "You're a good person, Remus. And so you're a bit cranky every few days out of the month – I challenge you to find a single teenage girl who isn't!"

Remus smiled, albeit reluctantly, and James looked at her appreciatively. It looked to her as though he was about to explode, but he later told her that it was how he showed his pride. Lily chose not to question it.

---

Though she would hate herself for it for many years, Lily Evans no longer felt, after this incident had occurred, the blush that crept silently onto her cheeks or the tingle down her spine when she spoke to Remus – those feelings she came to associate with James Potter.

And she would never know, really, whether it was finding out about Remus' lycanthropy that changed her feelings, or if it was the way that James was smiling insanely at her afterwards.


A/N: Please review.